Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Notes Regarding Forward-Looking Statements
The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and related notes and other financial information included in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 filed with the Securities and Exchange Commission (the “SEC”) on August 20, 2025. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K, particularly in the section titled “Cautionary Note regarding Forward-Looking Statements” and ‘Risk Factors.” Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Unless otherwise noted, any reference to a year preceded by the word “fiscal” refers to the fiscal year ended June 30 of that year.
Overview
We are a leading global provider of AI-powered solutions for the world’s premier accounting, consulting, investment banking, legal, private capital and real assets firms. Our vertical software as a service (“SaaS”) solutions help professionals apply their collective expertise to make smarter decisions, manage risk, increase competitive advantage and drive new growth. Using the power of Applied AI, our purpose-built vertical SaaS solutions help firms accelerate the flow of information, activate expertise, empower teams, strengthen client relationships, reduce risk, and adapt more quickly in a highly complex ecosystem. The world’s top firms — across accounting, consulting, investment banking, legal, private capital, and real assets — trust Intapp’s industry-specific platform and solutions to modernize and drive new growth.
Highlights for the three months ended March 31, 2026
During the three months ended March 31, 2026, we generated total revenues of $146.0 million with a gross margin of 76%. Our operating cash flow was $63.9 million and we repurchased approximately 3.9 million of our common stock for $100.1 million, including broker fees. Total cash and cash equivalents as of March 31, 2026 were $146.8 million. Our remaining performance obligations, which represent all future revenue under contract yet to be recognized, were $791.4 million as of March 31, 2026.
How We Generate Revenue
We generate revenues primarily from software subscriptions, typically with one-year or multi-year contract terms. We sell our software through a direct sales model, which targets clients based on end market, geography, firm size, and business need. We recognize revenues from SaaS revenue ratably over the contract term. We recognize license revenues related to subscription fees upfront and license revenues related to support ratably over the term of the support contract. We generally price our subscriptions based on the number of users adopting our solution and the modules deployed.
We expect the vast majority of our new ARR (as defined below) growth in the future to be from the sale of SaaS subscriptions.
We generate service revenues primarily from professional services. Our clients utilize these services to configure and implement one or more modules of the Intapp Intelligent Cloud, integrate those modules with the existing platform and with other core systems in their IT environment, upgrade their existing deployment, and provide training for their employees. Other professional services include strategic consulting and advisory work, which are generally provided on a standalone basis.
22
Table of Contents
Key Factors Affecting Our Performance
Market Adoption of our Cloud Platform. Our future growth depends on our ability to win new accounting, consulting, investment banking, law, private capital and real assets clients and expand within our existing client base, primarily through the continued acceptance of our cloud business. Our cloud business has historically grown faster than our overall business and represents an increasing proportion of our annual recurring revenues. We must demonstrate to new and existing clients the benefits of selecting our cloud platform, and support those deployments once live with reliable and secure service. From a sales perspective, our ability to add new clients and expand within existing accounts depends upon a number of factors, including the quality and effectiveness of our sales personnel and marketing efforts, and our ability to convince key decision makers within accounting, consulting, investment banking, legal, private capital and real assets firms to embrace the Intapp Intelligent Cloud over point solutions, internally developed solutions, and horizontal solutions. If our clients do not continue to see the ability of our platform to generate return on investment relative to other software alternatives, net revenue retention could suffer and our operating results may be adversely affected.
Continued Investment in Innovation and Growth. We have made substantial investments in research and development and sales and marketing to achieve a leadership position in our market and grow our revenues and client base. We intend to continue to invest in research and development to build new capabilities and maintain the core technology underpinning our differentiated platform. In addition, we expect to invest in sales and marketing to broaden our reach with new clients in the U.S. and abroad and deepen our penetration with existing clients. With our revenue growth objectives, we expect to continue to make such investments for the foreseeable future. We intend to continue to gradually increase our general and administrative spending to support our growing operational needs.
We have a track record of successfully identifying, acquiring and integrating complementary businesses within the accounting, consulting, investment banking, legal, private capital and real assets industries. To complement our organic investment in innovation and accelerate our growth, we will continue to evaluate acquisition opportunities that help us extend our platform, broaden and deepen our market leadership, and add new clients.
Key Business Metrics
We review a number of operating and financial metrics, including the following key metrics to help us evaluate our business, measure our performance and the effectiveness of our sales and marketing efforts, identify trends affecting our business, formulate business plans and budgets and make strategic decisions.
Annual Recurring Revenues (“ARR”)
ARR represents the annualized recurring value of all active SaaS and on-premise license contracts at the end of a reporting period. Contracts with a term other than one year are annualized by taking the committed contract value for the current period divided by number of days in that period then multiplying by 365. As a metric, ARR mitigates fluctuations in revenue recognition due to certain factors, including contract term and the sales mix of SaaS contracts and licenses. ARR does not have any standardized meaning and may not be comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenues and deferred revenues and is not intended to be combined with or to replace either of those elements of our financial statements. ARR is not a forecast and the active contracts at the end of a reporting period used in calculating ARR may or may not be extended or renewed by our clients.
ARR was $559.9 million and $454.7 million as of March 31, 2026 and 2025, respectively, an increase of 23%.
Cloud ARR
Cloud ARR is the portion of our ARR which represents the annualized recurring value of our active SaaS contracts. We believe Cloud ARR provides important information about our ability to sell new SaaS subscriptions to existing clients and to acquire new SaaS clients.
Cloud ARR was $459.3 million and $351.8 million as of March 31, 2026 and 2025, respectively, an increase of 31%, and represented 82% and 77% of ARR as of March 31, 2026 and 2025, respectively.
Cloud Net Revenue Retention (“NRR”)
Cloud NRR is the portion of our NRR which represents the net revenue retention of our SaaS contracts. We calculate Cloud NRR by starting with the Cloud ARR from the cohort of all clients as of the twelve months prior to the applicable fiscal period, or prior period Cloud ARR. We then calculate the Cloud ARR from these same clients as of the current fiscal period, or current period Cloud ARR. We then divide the current period Cloud ARR by the prior period Cloud ARR to calculate the Cloud NRR.
23
Table of Contents
This metric accounts for changes in our cloud recurring revenue base from cross-sell (additional solution capabilities sold), upsell (additional seats sold), cloud migrations, price changes, and client attrition (including contraction of solution capabilities, contraction of seats and client churn). Our trailing twelve months Cloud NRR as of March 31, 2026 and 2025 was 123% and 119%, respectively.
Number of Clients
Our client base includes some of the largest and most reputable accounting, consulting, investment banking, legal, private capital and real assets firms globally. These clients have the financial and operating resources needed to purchase, deploy, and successfully use the full capabilities of our software platform, and as such, we believe our ability to increase the number of enterprise clients on our platform is a key indicator of the growth of our business and our future business opportunities. We define an enterprise client at the end of any reporting period as an entity with at least one active subscription as of the measurement date with contracts greater than $50,000 of ARR. We believe the number of our enterprise clients with contracts greater than $50,000 of ARR and the number of our enterprise clients with contracts greater than $100,000 of ARR are important metrics for highlighting our progress on the path to full adoption of our platform by our accounting, consulting, investment banking, legal, private capital and real assets clients. As of March 31, 2026 and 2025, we had more than 1,375 and 1,250 enterprise clients, respectively, with contracts greater than $50,000 of ARR. As of March 31, 2026 and 2025, we had 858 and 748 enterprise clients, respectively, with contracts greater than $100,000 of ARR.
With our scalable, modular cloud-based platform, we believe we are well positioned to continue our growth. Our most significant opportunity lies with the largest firms, where we see substantial expansion potential as firms continue to consolidate. We pursue growth in the number of enterprise clients greater than $50,000 and $100,000 of ARR, but our biggest drivers are the assets under management and revenue growth of our clients as well as growth in the total number of professionals they employ.
Components of Our Results of Operations
Revenues
We generate revenues from the sale of our SaaS solutions and premium support services related to SaaS, and subscriptions to our term software applications and support services related to licenses. We generate professional services revenues primarily by delivering professional services for the configuration, implementation and upgrade of our solutions.
SaaS
SaaS revenues include subscription fees from clients accessing our SaaS solutions, premium support services related to SaaS, and updates, if any, to the subscribed service during the subscription term. We recognize SaaS revenues ratably over the contract term beginning on the commencement date of each contract, which is the date when the service is provisioned and made available to our clients. The initial term of our SaaS contracts is generally one to three years in duration.
License
License revenues include subscription fees from providing clients with the right to functional intellectual property where clients can benefit from the subscription licenses on their own and support services related to the licenses, which entitles clients to receive technical support and software updates, on a when and if available basis. We recognize license revenues related to subscription fees at a point in time when control of our term software application is transferred to the client, which generally occurs at the time of delivery or upon commencement of the renewal term. License fees are generally payable in advance on an annual basis over the term of the license arrangement, which is typically non-cancelable. We recognize license revenues related to support ratably over the term of the support contract which corresponds to the underlying license agreement. We expect to continue to generate a relatively consistent stream of license revenues from our existing license clients. From time to time, there may be cumulative catch ups in revenue as a result of compliance uplift contracts. However, over time as we focus on new sales of our SaaS solutions and encourage existing license clients to migrate to SaaS solutions, we expect revenues from license to decrease as a percentage of total revenues.
24
Table of Contents
Professional Services
Our professional services primarily consist of implementation, configuration and upgrade services provided to clients and others. These engagements are billed to clients either on a time and materials or milestone basis; revenues are recognized as invoiced or in proportion to the work performed, respectively. We expect the demand for our professional services to remain relatively flat, with modest increases due to client growth and the need for implementation, upgrade, and migration services for new and existing clients. This demand will be affected by the mix of professional services that are provided by us versus provided by our third-party implementation partners, reflecting our strategy to de-emphasize professional services revenue. This shift will enhance partner involvement, support co-selling efforts, and drive partner-led deal origination.
Cost of Revenues
Our cost of revenues consists primarily of expenses related to providing SaaS solutions, premium support services related to SaaS, support services related to license and professional services to our clients, including personnel costs (salaries, bonuses, benefits and stock-based compensation) and related expenses for client support and services personnel, as well as cloud infrastructure costs, third-party expenses, depreciation of fixed assets, amortization of capitalized internal-use software costs and acquired intangible assets, and allocated overhead costs. We expect our cost of revenues to increase in absolute dollars as we expand our SaaS client base over time as this will result in increased cloud infrastructure costs and increased costs for additional personnel to provide technical support services to our growing client base.
Cost of SaaS
Our cost of SaaS revenues comprises the direct costs to deliver and support our SaaS solutions and premium support services related to SaaS, including personnel costs, allocated overhead costs, third-party hosting fees related to cloud infrastructure, amortization of capitalized internal-use software costs, amortization of acquired intangible assets, and depreciation of fixed assets.
Cost of License
Our cost of license revenues comprises the direct costs to support our license, including personnel costs, and allocated overhead costs.
Cost of Professional Services
Our cost of professional services revenues comprises the personnel-related costs for our professional services employees and contractors responsible for delivering implementation, upgrade and migration services to our clients. This includes personnel costs and allocated overhead costs. We expect the cost of professional services revenues to increase in absolute dollars as we continue to hire personnel and engage contractors to provide implementation, upgrade and migration services to our growing client base.
Operating Expenses
Research and Development
Our research and development expenses consist primarily of personnel costs for engineering and product development employees, costs of third-party services, cloud infrastructure costs and allocated overhead costs. We expect our research and development expenses to continue to increase in absolute dollars for the foreseeable future as we continue to dedicate substantial internal resources to develop, improve and expand the functionality of our solutions.
Sales and Marketing
Our sales and marketing expenses consist primarily of costs incurred for personnel costs for our sales and marketing employees as well as sales commissions and benefits, costs of marketing events and online advertising, allocated overhead costs, and travel and entertainment expenses. We capitalize client acquisition costs (principally commissions paid to sales personnel) and subsequently amortize these costs over the expected period of benefits. In the medium term, we expect to see an increase in sales and marketing expenses as we continue to expand our direct sales force to take advantage of opportunities for growth and increase in in-person meetings, conferences, and attendance at trade shows.
25
Table of Contents
General and Administrative
Our general and administrative expenses consist primarily of personnel costs as well as professional services and facilities costs related to our executive, finance, human resources, information technology and legal functions. As a public company, we expect to continue to incur significant accounting and legal costs related to compliance with rules and regulations enacted by the SEC, including the costs of maintaining compliance with the Sarbanes-Oxley Act, as well as insurance, investor relations and other costs associated with being a public company.
Interest and Other (Expense) Income, Net
Our interest and other (expense) income, net consists primarily of interest income from our cash and cash equivalents, gains and losses from foreign currency transactions, remeasurement, a foreign currency impact from dissolution of subsidiary and non-cash interest expense related to the amortization of deferred financing costs.
Income Tax Expense
Our income tax expense consists of an estimate of federal, state, and foreign income taxes based on enacted federal, state, and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws. We maintain a full valuation allowance on our federal and state deferred tax assets as we have concluded that it is more likely than not that the deferred tax assets will not be realized.
Results of Operations
The following tables set forth our results of operations for the periods presented, expressed in total U.S. dollar terms and as a percentage of our total revenues (percentages may not add up due to rounding):
Three Months Ended March 31, Nine Months Ended March 31,
2026 2025 2026 2025
(in thousands, except for percentages)
Revenues:
SaaS $ 107,867 74 % $ 84,910 66 % $ 307,849 72 % $ 241,762 66 %
License 24,793 17 31,684 25 79,429 19 88,193 24
Professional services 13,377 9 12,473 10 37,994 9 39,126 11
Total revenues 146,037 100 129,067 100 425,272 100 369,081 100
Cost of revenues (1) :
SaaS 18,998 13 16,897 13 55,100 13 48,507 13
License 1,447 1 1,511 1 4,363 1 4,893 1
Professional services 15,081 10 14,253 11 46,329 11 43,666 12
Total cost of revenues 35,526 24 32,661 25 105,792 25 97,066 26
Gross profit 110,511 76 96,406 75 319,480 75 272,015 74
Operating expenses (1) :
Research and development 44,144 30 34,089 26 124,361 29 99,841 27
Sales and marketing 52,550 36 42,258 33 148,027 35 120,809 33
General and administrative 28,063 19 25,761 20 82,970 20 74,507 20
Total operating expenses 124,757 85 102,108 79 355,358 84 295,157 80
Operating loss (14,246) (10) (5,702) (4) (35,878) (8) (23,142) (6)
Interest and other (expense) income, net (166) — 3,384 2 2,808 — 6,604 2
Net loss before income taxes (14,412) (10) (2,318) (2) (33,070) (8) (16,538) (4)
Income tax expense (1,083) (1) (634) — (2,712) — (1,151) (1)
Net loss $ (15,495) (11) % $ (2,952) (2) % $ (35,782) (8) % $ (17,689) (5) %
26
Table of Contents
(1) Amounts include stock-based compensation expense as follows:
Three Months Ended March 31, Nine Months Ended March 31,
2026 2025 2026 2025
Cost of SaaS $ 964 1 % $ 839 1 % $ 2,657 1 % $ 2,354 1 %
Cost of license 178 — 164 — 513 — 552 —
Cost of professional services 1,506 1 1,616 1 4,513 1 4,647 1
Research and development 9,864 7 6,381 5 26,485 6 17,805 5
Sales and marketing 9,027 6 6,267 5 26,204 6 19,237 5
General and administrative 9,572 6 7,448 6 28,723 7 23,520 6
Total stock-based compensation $ 31,111 21 % $ 22,715 18 % $ 89,095 21 % $ 68,115 18 %
Comparison of the Three and Nine Months Ended March 31, 2026 and 2025
Revenues
Three Months Ended March 31, Change Nine Months Ended March 31, Change
2026 2025 Amount % 2026 2025 Amount %
(in thousands, except for percentages)
Revenues:
SaaS $ 107,867 $ 84,910 $ 22,957 27 % $ 307,849 $ 241,762 $ 66,087 27 %
License 24,793 31,684 (6,891) (22 %) 79,429 88,193 (8,764) (10 %)
Professional services 13,377 12,473 904 7 % 37,994 39,126 (1,132) (3 %)
Total revenues $ 146,037 $ 129,067 $ 16,970 13 % $ 425,272 $ 369,081 $ 56,191 15 %
SaaS
SaaS revenues increased by $23.0 million, or 27%, and $66.1 million, or 27%, respectively, in the three and nine months ended March 31, 2026 compared to the same periods in the prior year, due to sales to new clients and expansion of existing clients from both cross-selling and upselling sales motions. The continuation of clients migrating from using our on-premise license solutions to our cloud solutions also contributed to the growth.
License
License revenues decreased by $6.9 million, or 22%, and $8.8 million, or 10%, respectively, in the three and nine months ended March 31, 2026 compared to the same periods in the prior year, due to clients migrating to our SaaS solutions.
Professional Services
Professional services revenues increased by $0.9 million, or 7%, in the three months ended March 31, 2026 compared to the same period in the prior year, due to a continuation demand for implementation, upgrade and migration services consistent with our revenue growth.
Professional services revenues decreased by $1.1 million, or 3%, in the nine months ended March 31, 2026 compared to the same period in the prior year, due to changes in mix of resource delivery to our third-party implementation partners.
27
Table of Contents
Cost of Revenues and Gross Profit
Three Months Ended March 31, Change Nine Months Ended March 31, Change
2026 2025 Amount % 2026 2025 Amount %
(in thousands, except for percentages)
Cost of revenues:
SaaS $ 18,998 $ 16,897 $ 2,101 12 % $ 55,100 $ 48,507 $ 6,593 14 %
License 1,447 1,511 (64) (4 %) 4,363 4,893 (530) (11 %)
Professional services 15,081 14,253 828 6 % 46,329 43,666 2,663 6 %
Total cost of revenues 35,526 32,661 2,865 9 % 105,792 97,066 8,726 9 %
Gross profit:
SaaS 88,869 68,013 20,856 31 % 252,749 193,255 59,494 31 %
License 23,346 30,173 (6,827) (23 %) 75,066 83,300 (8,234) (10 %)
Professional services (1,704) (1,780) 76 4 % (8,335) (4,540) (3,795) (84 %)
Gross profit $ 110,511 $ 96,406 $ 14,105 15 % $ 319,480 $ 272,015 $ 47,465 17 %
Cost of SaaS
Cost of SaaS revenues increased by $2.1 million, or 12%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This was primarily driven by increases in cloud hosting costs of $0.8 million, royalty expenses of $0.6 million, and amortization of acquired intangible assets costs of $0.5 million.
Cost of SaaS revenues increased by $6.6 million, or 14%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025. This was primarily driven by increases in cloud hosting costs of $2.1 million, royalty expenses of $1.5 million, amortization of acquired intangible assets costs of $1.3 million, personnel-related costs of $0.6 million primarily due to annual salary increases, and contractor costs of $0.5 million.
Cost of License
Cost of license revenues decreased by $0.1 million, or 4%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 due to a decrease in personnel-related costs of $0.1 million.
Cost of license revenues decreased by $0.5 million, or 11%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025, primarily due to decreases in personnel-related costs of $0.3 million.
Cost of Professional Services
Cost of professional services revenues increased by $0.8 million, or 6%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This was primarily driven by increases in personnel-related costs of $0.5 million and contractor costs of $0.3 million.
Cost of professional services revenues increased by $2.7 million, or 6%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025. This was primarily driven by increases in contractor costs of $1.8 million and personnel-related costs of $0.8 million.
Gross Profit
Gross profit increased by $14.1 million, or 15%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Of this increase, $20.9 million was attributable to growth in SaaS revenues, partially offset by a $6.8 million decrease related to license revenues as clients migrated to SaaS solutions.
Gross profit increased by $47.5 million, or 17%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025. Of this increase, $59.5 million was attributable to growth in SaaS revenues, partially offset by a $8.2 million decrease related to license revenues as clients migrated to SaaS solutions, and a $3.8 million decrease related to professional services revenues as costs increased as a percentage of related revenues.
28
Table of Contents
Operating Expenses
Three Months Ended March 31, Change Nine Months Ended March 31, Change
2026 2025 Amount % 2026 2025 Amount %
(in thousands, except for percentages)
Operating expenses:
Research and development $ 44,144 $ 34,089 $ 10,055 29 % $ 124,361 $ 99,841 $ 24,520 25 %
Sales and marketing 52,550 42,258 10,292 24 % 148,027 120,809 27,218 23 %
General and administrative 28,063 25,761 2,302 9 % 82,970 74,507 8,463 11 %
Total operating expenses $ 124,757 $ 102,108 $ 22,649 22 % $ 355,358 $ 295,157 $ 60,201 20 %
Research and Development
Research and development expenses increased by $10.1 million, or 29%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This was primarily driven by increases in stock-based compensation expense of $3.5 million primarily due to an increase in stock awards granted, restructuring costs of $2.6 million mainly due to the Netherlands Restructuring Plan, personnel-related costs of $1.9 million due to annual salary increases and increased headcount, and deferred consideration accruals of $1.8 million related to prior acquisitions.
Research and development expenses increased by $24.5 million, or 25%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025. This was primarily driven by increases in stock-based compensation expense of $8.7 million primarily due to an increase in stock awards granted, personnel-related costs of $6.5 million due to annual salary increases and increased headcount, restructuring costs of $2.9 million primarily due to the Netherlands Restructuring Plan, and deferred consideration accruals of $3.5 million related to prior acquisitions.
Sales and Marketing
Sales and marketing expenses increased by $10.3 million, or 24%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This was primarily driven by increases in personnel-related costs of $4.2 million due to annual salary increases and increased headcount, stock-based compensation expense of $2.8 million primarily due to an increase in stock awards granted, commissions expense of $1.2 million due to increased sales, marketing events and travel related expenses of $1.1 million, and a deferred consideration accrual related to a prior acquisition of $1.0 million.
Sales and marketing expenses increased by $27.2 million, or 23%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025. This was primarily driven by increases in personnel-related costs of $10.5 million primarily due to annual salary increases and increased headcount, stock-based compensation expense of $7.0 million primarily due to an increase in stock awards granted, commissions expense of $3.8 million due to increased sales, marketing events and travel related expenses of $2.5 million, and a deferred consideration accrual related to a prior acquisition of $2.7 million.
General and Administrative
General and administrative expenses increased by $2.3 million, or 9%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This was driven by increases in stock-based compensation expense of $2.1 million primarily due to an increase in stock awards granted.
General and administrative expenses increased by $8.5 million, or 11%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025. This was driven by increases in stock-based compensation expense of $5.2 million due to an increase in stock awards granted, and personnel-related costs of $3.3 million primarily due to annual salary increases and increased headcount.
29
Table of Contents
Interest and Other (Expense) Income, Net
Three Months Ended March 31, Change Nine Months Ended March 31, Change
2026 2025 Amount % 2026 2025 Amount %
(in thousands, except for percentages)
Interest and other (expense) income, net $ (166) $ 3,384 $ (3,550) (105 %) $ 2,808 $ 6,604 $ (3,796) (57 %)
Interest and other (expense) income, net, decreased by $3.6 million or 105% , for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This was primarily driven by a $2.6 million change from foreign currency transactions and remeasurement and a $1.3 million decrease in interest income as a result of reduction in cash held in money market funds.
Interest and other (expense) income, net decreased by $3.8 million, or 57%, for the nine months ended March 31, 2026 compared to the nine months ended March 31, 2025. This was primarily driven by a $2.5 million change from foreign currency transactions and remeasurement and a $0.9 million decrease in interest income as a result of reduction in cash held in money market funds.
Income Tax Expense
Three Months Ended March 31, Change Nine Months Ended March 31, Change
2026 2025 Amount % 2026 2025 Amount %
(in thousands, except for percentages)
Income tax expense $ (1,083) $ (634) $ (449) 71 % $ (2,712) $ (1,151) $ (1,561) (136 %)
Our income tax expense during the three and nine months ended March 31, 2026 and 2025 was primarily attributable to income tax expense in foreign jurisdictions and a number of U.S. state jurisdictions.
Liquidity and Capital Resources
Sources and Uses of Liquidity
As of March 31, 2026, we had cash and cash equivalents of $146.8 million. We finance our liquidity needs primarily through collections from clients, where we generally bill and collect from our clients annually in advance. Our billings are subject to seasonality with billings in the fourth quarter higher than in the other quarters.
Operating losses could continue in the future as we continue to invest in the growth of our business. We believe our existing cash and cash equivalents as of March 31, 2026, along with our JPMorgan Credit Facility described below, will be sufficient to meet our working capital and capital expenditure needs for the next twelve months and beyond.
On October 5, 2021, we entered into a Credit Agreement, as amended on June 6, 2022 and further amended on November 17, 2022, with a group of lenders led by JPMorgan. The Credit Agreement provides for a five-year, senior secured revolving credit facility of $100.0 million with a sub-facility for letters of credit in the aggregate amount of up to $10.0 million. As of March 31, 2026, no amounts have been borrowed under the JPMorgan Credit Facility. See Note 10. “Debt” to our unaudited condensed consolidated financial statements for additional information.
Our primary uses of cash include personnel-related expenses, third-party cloud infrastructure expenses, research and development, sales and marketing expenses, overhead costs and acquisitions or share repurchases we may make from time to time. Our future capital requirements will depend on many factors, including, but not limited to, our ability to grow our revenues and the timing and extent of investment across our organization necessary to support growth in our business. In addition, we may in the future enter into arrangements to acquire or invest in complementary businesses or technologies. We may need to seek additional equity or debt financing in order to meet these future capital requirements. If we are unable to raise additional capital when desired, or on terms that are acceptable to us, our business, financial condition and results of operations could be adversely affected.
30
Table of Contents
Cash Flows
The following table summarizes our cash flows from operating, investing and financing activities for the periods presented (in thousands):
Nine Months Ended March 31,
2026 2025
Net cash provided by operating activities $ 100,592 $ 85,186
Net cash used in investing activities (11,251) (7,187)
Net cash (used in) provided by financing activities (254,712) 35,699
Effect of foreign currency exchange rate changes on cash and cash equivalents (915) 1,138
Net (decrease) increase in cash, cash equivalents and restricted cash $ (166,286) $ 114,836
Operating Activities
During the nine months ended March 31, 2026, net cash provided by operating activities was $100.6 million, as our net loss of $35.8 million was reduced by $136.4 million of adjustments. These adjustments consisted of $111.1 million of non-cash charges (principally comprising of stock-based compensation, depreciation and amortization, amortization of operating lease right-of-use assets and asset impairments) and a net cash inflow of $25.2 million from net changes in operating assets and liabilities. The net cash inflow from changes in operating assets and liabilities was primarily driven by cash inflow from an increase in deferred revenue of $22.8 million due to the timing of invoicing our clients, a decrease in accounts receivable of $8.8 million due to timing of billing and collections on our outstanding receivables, a decrease in unbilled receivables of $7.4 million due to the timing of invoicing to our clients and $7.3 million increase in other liabilities due to timing of payments, partially offset by cash outflow primarily related to a $12.6 million decrease in accounts payable and accrued liabilities primarily due to timing of payments, $4.9 million decrease in operating lease liabilities due to lease payments and $3.8 million increase in deferred commissions due to increased sales.
During the nine months ended March 31, 2025, net cash provided by operating activities was $85.2 million, as our net loss of $17.7 million was reduced by $102.9 million of adjustments. These adjustments consisted of $85.3 million of non-cash charges (principally comprising of stock-based compensation, depreciation and amortization and amortization of operating lease right-of-use assets) and net cash inflow of $17.5 million from net changes in operating assets and liabilities. The net cash inflow from changes in operating assets and liabilities was primarily driven by a decrease in accounts receivable of $31.4 million due to the timing of billing and collections on our outstanding receivables, a $1.3 million increase in other liabilities due to timing of payments and a $0.7 million decrease in deferred commissions, offset by a $6.7 million increase in prepaid expenses and other assets primarily due to payments made within the period, an increase in unbilled receivables of $4.3 million due to the timing of invoicing to our clients, a $3.7 million decrease in operating lease liabilities due to lease payments and a $1.2 million decrease in accounts payable and accrued liabilities primarily due to payments made within the period.
Investing Activities
During the nine months ended March 31, 2026, net cash used in investing activities was $11.3 million, due to capitalized internal-use software costs of $6.5 million, a strategic investment purchase of $3.0 million and capital expenditures of $1.8 million on property and equipment.
During the nine months ended March 31, 2025, net cash used in investing activities was $7.2 million, consisting of capitalized internal-use software costs of $5.5 million, $0.9 million working capital adjustment related to a prior acquisition and capital expenditures of $0.8 million on property and equipment largely of computer equipment.
Financing Activities
During the nine months ended March 31, 2026, net cash used in financing activities was $254.7 million, comprised of $250.1 million in payments for the repurchases of common stock, including broker fees, $14.4 million of payments related to employee payroll tax withholding on vested equity awards and $1.7 million in payments for contingent consideration and holdbacks related to prior acquisitions, partially offset by $9.4 million of proceeds from stock option exercises and $2.2 million of proceeds from the employee stock purchase plan.
During the nine months ended March 31, 2025, net cash provided by financing activities was $35.7 million, primarily comprised of $36.1 million of proceeds from stock option exercises and $2.0 million of proceeds from the employee stock purchase plan, offset by $2.4 million in payments for contingent consideration and holdbacks related to a prior acquisition.
31
Table of Contents
Stock Repurchase Programs
On August 7, 2025, our Board of Directors authorized a common stock repurchase program of up to $150.0 million. During the nine months ended March 31, 2026, we have repurchased $150.0 million, excluding broker fees, of our common stock under this program and no funds remain available for repurchase under this repurchase authorization limit. The repurchased shares of common stock were retired.
On January 29, 2026, our Board of Directors authorized a new common stock repurchase program of up to $200.0 million. During the nine months ended March 31, 2026, we have repurchased $100.0 million, excluding broker fees, of our common stock under this program and $100.0 million remains available for repurchase under this repurchase authorization limit. The repurchased shares of common stock were retired.
For further information refer to Note 14. “Stockholders’ Equity” to our unaudited condensed consolidated financial statements.
Material Cash Commitments
As a result of restructuring plans, we expect to make future cash payments of approximately $0.9 million. For further information refer to Note 15. “Restructuring” to our unaudited condensed consolidated financial statements.
Except as mentioned above, there have been no significant changes in our material cash requirements from those disclosed in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the SEC on August 20, 2025.
Indebtedness
On October 5, 2021, we entered into a Credit Agreement, as amended on June 6, 2022 and further amended on November 17, 2022, with a group of lenders led by JPMorgan. The Credit Agreement provides for a five-year, senior secured revolving credit facility of $100.0 million with a sub-facility for letters of credit in the aggregate amount of up to $10.0 million. We were in compliance with all of the covenants as of March 31, 2026.
As of March 31, 2026, there were no outstanding borrowings under the JPMorgan Credit Facility.
Critical Accounting Policies and Estimates
The process of preparing our unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the use of estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. These estimates and judgments are based on historical experience, future expectations and other factors and assumptions we believe to be reasonable under the circumstances. Significant estimates and judgments are reviewed on an ongoing basis and are revised when necessary. Actual amounts may differ from these estimates and judgments.
There have been no material changes to our critical accounting policies or estimates from those disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
Recent Accounting Pronouncements
See Note 2. “Summary of Significant Accounting Policies” to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information regarding recent accounting pronouncements and our assessment of their impact.
32
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.